Retail Properties of America, Inc. (NYSE: RPAI) announced that it entered into a purchase agreement to acquire One Loudoun Downtown (the "Property") located in the Washington, D.C. Metropolitan Statistical Area (MSA) for a gross purchase price of up to $163.1 million, based on certain performance thresholds. The Company will be acquiring the Property from Miller & Smith and North America Sekisui House, LLC ("Seller"). The acquisition will be closed in phases, with the first phase, representing a purchase price of up to $125.0 million, expected to close by the end of 2016. The remaining phases, representing an aggregate purchase price of up to $38.1 million, are expected to close throughout the first three quarters of 2017 as the Seller completes construction on stand-alone buildings at the Property.

The Property is anchored by Alamo Drafthouse Cinema, The Fresh Market, Great Gatherings and The Fitness Equation and contains a strong mix of fast casual and sit down restaurants, including matchbox and Uncle Julio's Rio Grande Cafe. The first phase consists of approximately 342,000 square feet, comprised of 236,800 square feet of retail and 105,200 square feet of office, which are 85.6% occupied and 89.7% leased. The remaining phases are currently under development and are expected to contain approximately 78,300 square feet of retail and approximately 46,300 square feet of office, which are 71.0% leased.

The Property represents the retail centerpiece of One Loudoun, a 360-acre, mixed-use master planned community that is entitled for residential, hospitality, retail and office uses. Located in Ashburn, Virginia, the Property is situated within a "super-zip", one of the most affluent and well-educated zip codes in the country, boasting a strong demographic profile with a population of 182,000 and average household income of $142,000 within a five mile radius. Ashburn, Virginia was named No. 22 in the top "50 Best Places to Live" in the U.S. and ranked No. 1 for job growth in 2016 by Money magazine.

"We are pleased with the opportunity to acquire One Loudoun Downtown, which demonstrates our ongoing ability to source compelling, high quality, strategically located retail assets in a very competitive investment environment," stated Shane Garrison, executive vice president, chief investment officer and chief operating officer. "This acquisition augments our significant footprint in the Washington, D.C. market and will allow us to leverage our local knowledge and considerable mixed-use experience to continue to transform the property into Loudoun County's premier shopping and entertainment destination."

"Miller & Smith and North America Sekisui House will continue to be the master developer of One Loudoun and we are excited for RPAI to join us in furthering the success of the project," said Bill May, vice president of Miller & Smith. "With their proven leasing and operating platform, RPAI will bring valuable retail expertise to the project that will ensure the continued vibrancy of One Loudoun as a whole."

These transactions are expected to close in 2016 and 2017 as previously described, subject to satisfaction of certain closing conditions, including, but not limited to, the completion of current, on-going construction and documentation related to the planned development.